Attached files
file | filename |
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8-K - FORM 8-K - Liberty Acquisition Holdings Corp. | g24286e8vk.htm |
EX-4.6 - EX-4.6 - Liberty Acquisition Holdings Corp. | g24286exv4w6.htm |
EX-2.1 - EX-2.1 - Liberty Acquisition Holdings Corp. | g24286exv2w1.htm |
EX-4.4 - EX-4.4 - Liberty Acquisition Holdings Corp. | g24286exv4w4.htm |
EX-4.3 - EX-4.3 - Liberty Acquisition Holdings Corp. | g24286exv4w3.htm |
EX-4.2 - EX-4.2 - Liberty Acquisition Holdings Corp. | g24286exv4w2.htm |
EX-4.5 - EX-4.5 - Liberty Acquisition Holdings Corp. | g24286exv4w5.htm |
EX-4.1 - EX-4.1 - Liberty Acquisition Holdings Corp. | g24286exv4w1.htm |
EX-10.2 - EX-10.2 - Liberty Acquisition Holdings Corp. | g24286exv10w2.htm |
EX-10.3 - EX-10.3 - Liberty Acquisition Holdings Corp. | g24286exv10w3.htm |
EX-10.1 - EX-10.1 - Liberty Acquisition Holdings Corp. | g24286exv10w1.htm |
Exhibit 99.1
PROMOTORA DE INFORMACIONES, S.A.
CORPORATE BYLAWS (PROPOSAL AMENDMENT)
CORPORATE BYLAWS (PROPOSAL AMENDMENT)
CHAPTER I
GENERAL PROVISIONS
GENERAL PROVISIONS
Article 1. Corporate Name and Applicable Law
The Companys corporate name is Promotora de Informaciones, S.A., and it is governed by the Spanish
Companies Law of 2 July 2010, applicable legal or regulatory provisions and these Bylaws.
References to the Law shall be understood to refer to either the Spanish Companies Law of 2 July
2010 or to the Securities Market Law of 29 July 1988, as applicable.
Article 2. Corporate Purpose
1. The Companys corporate purpose includes:
a) | Managing and operating all types of owned or third-party news and social communications media, regardless of format, including the publication of printed newspapers, among others. | ||
b) | Promoting, planning, and executing on behalf of the Company or for others, either directly or through third parties, of all types of communications media, industrial, commercial and services projects, businesses or companies. | ||
c) | Incorporating businesses or companies, holding an interest in previously existing companies, including a controlling interest, and entering into association with third parties in transactions and businesses through collaboration arrangements. | ||
d) | Acquiring, holding either directly or indirectly, leasing or otherwise exploiting and disposing of all types of movable or real property or rights. | ||
e) | Contracting and providing services of consulting, acquisitions and management of interests of third parties, by intermediation, representation, or any other type of collaboration for the account of the Company or for third parties. | ||
f) | Acting in capital and money markets through the management, purchase and sale of fixed income or equity securities or any other type of securities on behalf of the Company. |
2. The aforementioned activities are understood to refer to national or international companies and
businesses, operations or transactions, complying with their respective legal requirements.
3. The Company may engage in all or part of the activities comprising the corporate purpose
indirectly through holdings in other companies having a similar corporate purpose.
Page 1
Article 3. Duration
The Company commenced its operations upon the execution of its notarized Articles of Incorporation
and was incorporated for an indefinite term. If the Law requires an administrative license,
registration with a public register or any other requisite prior to the commencement of any of the
operations described in the previous Article, the Company shall not commence such operations until
it has fulfilled that requirement.
Article 4. Nationality and Registered Offices
The Company is a Spanish company and has its registered offices in Madrid at 32 Gran Vía. The Board
of Directors is empowered to open, close or transfer as many branches, agencies or representative
offices as it deems appropriate and to change its registered office to any other address within the
city in which it is domiciled.
Article 5. Jurisdiction for Court Action
Shareholders shall submit any action brought against the Company to the courts having jurisdiction
where the Company maintains its registered offices.
CHAPTER II
SHARE CAPITAL AND SHARES
SHARE CAPITAL AND SHARES
Article 6. Share Capital
The capital is [ ] divided in:
a) [ ] Class A ordinary shares, each having a par value of TEN EURO CENTS (0.10),
numbered consecutively from 1 through [ ]; and
b) [ ] Class B non-voting convertible shares, each having a par value of TEN EURO
CENTS (0.10), numbered consecutively from [ ] through [ ], that shall be subject to
the system contemplated expressly in Article 8 of these Bylaws and Article 98 et seq. of the
Spanish Companies Law.
Class B non-voting convertible shares shall have the following minimum characteristics to be
further specified and complemented in the shareholders meeting resolution whereby they are issued:
a) Minimum Dividend:
Holders of Class B non-voting convertible shares shall have the right to receive a minimum
annual dividend equal to 0.175 on annual basis beginning on the date of issuance.
If the Company has distributable profits, the Company will be obliged to approve the
distribution of the minimum annual dividend referred to in the preceding paragraph.
In addition, if the Company has not enough distributable profits during a certain fiscal year
to fully pay the minimum dividend referred to in the preceding paragraphs, then Class B
non-voting convertible shares will have the right to receive the unpaid part of the minimum
dividend previously mentioned, against the premium reserve created upon issuance of the Class B
non-voting convertible shares.
Page 2
In order to facilitate the payment of the minimum dividend, the premium reserve created as a
result of the issuance of the Class B non-voting convertible shares will be considered as a
non-distributable reserve as long as Class B non-voting convertible shares are not converted
into Class A ordinary shares and the minimum dividend pursuant to this Article is not paid in
full. Although it is not distributable, the premium reserve created upon issuance of the Class
B non-voting convertible shares can be used for the payment of the minimum dividend and for the
payment of the par value of that number of ordinary shares which exceed the number of Class B
non-voting convertible shares converted, in the case the conversion rate is different than 1:1
pursuant to the terms of the following paragraph b).
The minimum dividend not paid fully or partially because of the lack of distributable profits
or share premium reserve created upon issuance of the Class B non-voting convertible shares,
will be cumulative.
b) Conversion
Class B non-voting convertible shares shall be convertible under the following conditions:
(i) | At the option of each holder of Class B non-voting convertible shares, a share may be converted into a Class A ordinary share at any time. | ||
(ii) | 42 months after the date of issuance, Class B non-voting convertible shares will be automatically converted into Class A ordinary shares, on a one-to-one basis. | ||
Nevertheless, so long as the average volume weighted trading price of the Class A ordinary shares of the 20 consecutive trading days on the Spanish Market (Mercado Continuo) immediately prior to the day which is 42 months after the date of issuance of the Class B non-voting convertible shares shall have been lower than 2.00, the conversion rate will be modified as follows: the number of Class A ordinary shares to be issued in exchange of each Class B non-voting convertible share shall be equal to a fraction (expressed as a decimal), the numerator of which shall be 2.00 and the denominator of which shall be the average volume weighted trading price of the Class A ordinary shares of the twenty consecutive trading days on the Spanish Market (Mercado Continuo) immediately prior to the day which is 42 months after the date of issuance of the Class B non-voting convertible shares, with a maximum of 1.33 Class A ordinary shares. The Company may elect to pay in cash the difference between 2.00 and the mentioned average volume weighted trading price, with the maximum amount of 0.5 per Class B non-voting convertible share, and thereby retain the one for one conversion ratio. |
c) Liquidation
For liquidation purposes, the disbursement value per Class B non-voting convertible share shall
be 2.00 Euros1.
The share capital is fully subscribed for and paid up.
1 | This value will be adjusted to the final issuance price of the non-voting convertible shares which will be fixed at closing based upon market values of the securities exchanged in the transaction Prisa/Liberty, as agreed between PRISA and Liberty. |
Page 3
The Company may issue different classes of shares. Each class may have different nominal values.
When there are different series in one class of shares, all of the shares of the same series shall
have the same nominal value.
Page 4
Article 7. Representation of Shares
Shares shall be represented by book entry and considered as such by virtue of their registration in
the corresponding accounting ledger, which shall reflect the terms included in the issue deed and
whether or not the shares have been fully paid up.
Entitlement to exercise shareholders rights, including the transfer of shares, is evidenced by
entry on the accounting ledger, which is deemed to constitute the legitimate title and enables the
holder to require the Company to recognize it as a shareholder. This right may be evidenced by
submitting the appropriate certificates issued by the entity having custody of the accounting
ledgers.
If the Company provides any benefit to a party deemed to be entitled thereto, the Company shall be
released from that obligation even if the party is in fact not the actual shareholder, provided
that the Company acts in good faith and in the absence of gross negligence.
If a person or entity is listed as a shareholder on the share ledger by virtue of a nominee
shareholder appointment or similar document, the Company may require the party to disclose the
identity of the actual shareholders, as well as any transfer of or encumbrance over the shares.
Article 8. Non-voting shares
1. The Company may issue non-voting shares for a par value that does not exceed half of the paid up
share capital. The legal procedure governing non-voting shares shall be that contemplated in the
Bylaws in the Spanish Companies Law and in the shareholders meeting resolution which creates them.
2. Holders of non-voting shares shall have a right to receive the minimum dividend established in
the issue resolution. Once the minimum dividend has been approved, holders of non-voting shares
shall have the right to receive the same dividend that corresponds to the ordinary shares. Where
there are distributable profits, the Company is obliged to resolve to pay the aforementioned
minimum dividend.
3. Non-voting shares shall have preemptive rights on the same conditions as the voting shares.
However, such preemptive rights may be excluded pursuant to Article 308 of the Spanish Companies
Law and these Bylaws.
4. The issuance of additional non-voting shares shall require the approval, in a separate ballot or
at a special shareholders meeting, of the existing non-voting shareholders.
5. Non-voting shares shall gain voting rights in the event the Company does not fully pay the
minimum dividend.
6. The Shareholders Meeting may issue convertible non-voting shares at a fixed conversion rate
(determined or to be determined) or at a variable conversion rate. The resolution authorizing the
issuance shall establish if the right to convert or exchange is held by the shareholders or the
Company or, as the case may be, if the conversion will mandatorily occur at a specific time.
Article 8 bis.- Redeemable shares
The Company may issue redeemable shares for a par value that is not to exceed one quarter of the
share capital and in compliance with all other statutory requirements.
Page 5
Article 9. Share issues, subscription, and payment
The Shareholders Meeting, complying with the legal requisites, may increase the share capital by
issuing new shares or by increasing the par value of existing shares. The Shareholders Meeting
shall establish the term and conditions for each new issuance, and the Board of Directors shall
have the necessary powers to implement the resolutions adopted with as wide a margin of discretion
as the legal framework allows and in accordance with the conditions defined at the Shareholders
Meeting. If not established at the Shareholders Meeting, in accordance with the Law, the Board of
Directors may establish the procedure and maximum term, which shall not exceed five years, to
satisfy any unpaid share capital, if any. In capital increases involving the issue of new shares,
ordinary or privileged, in cash, the existing shareholders may, within the term granted by the
Board of Directors, that may not be less than fifteen days from the announcement of the offer of
subscription of the new issue in the Boletín Oficial del Registro Mercantil (Official Gazette of
the Commercial Registry); exercise their proportional preemptive rights to subscribe shares in
accordance with Article 304 of the Spanish Companies Law, unless such rights are excluded pursuant
to Article 308 of the Spanish Companies Law.
The Shareholders Meeting, subject to the requirements established for amendment of these bylaws,
may delegate to the Board of Directors, the powers that in connection with the increase of share
capital are contained in Article 297 of the Spanish Companies Law.
Article 10. Transferability of Shares
Shares in the Company are freely transferable through any legal procedure.
CHAPTER III
CORPORATE GOVERNANCE, MANAGEMENT, AND REPRESENTATION
CORPORATE GOVERNANCE, MANAGEMENT, AND REPRESENTATION
Article 11. Corporate Bodies
The Company shall be governed by the Shareholders Meeting and managed and represented by the
managing body that it appoints.
A. SHAREHOLDERS MEETINGS
Article 12. Powers
The Shareholders Meeting is the sovereign body of the Company. The Shareholders Meeting shall
decide in relation to all matters within its competence as established in the Bylaws, its own
Regulations and the Law, and especially in relation to the following:
a) The approval of the financial statements, the consolidated financial statements, the management
of the Board of Directors and the proposal on the allocation of profit (loss).
b) The setting of the effective number of Directors.
Page 6
c) The appointment and dismissal of the Directors, together with the ratification or the revocation
of the provisional appointments of Directors made by the Board of Directors itself.
d) The appointment and re-election of Auditors.
e) The increase and reduction of the share capital, the issuing of debentures and, in general, of
negotiable securities of any nature, including preferred shares, the transformation, merger,
spin-off and dissolution of the Company and any amendment to the Bylaws.
f) Authorizing the Board of Directors to increase the share capital, pursuant to the Spanish
Companies Law and to issue debentures of any nature and delegate any other powers to the Board of
Directors in conformity with the Law and the Bylaws.
g) Approval and modification of the Regulations of the Shareholders Meeting, subject to the terms
of the Law and the Bylaws.
h) Annual approval of the remuneration of the Board of Directors, in accordance with the second
paragraph of art. 19 of the Company Bylaws.
i) Authorization of the remuneration of Directors consisting of the delivery of shares or of
options over the same, or that is referenced to the value of the shares.
j) The exercise of any other power attributed to it by the Law or by the Bylaws and the knowledge
of or decision about any other matter that the Board of Directors resolves should be reported to or
decided by the Shareholders Meeting considering that it is of special relevance for the corporate
interest.
Article 13. Types of Shareholders Meetings
Shareholders Meetings may be ordinary or extraordinary. These meetings must be called and held
within the time period and in the manner stipulated in the Law, in these Bylaws and in the internal
Regulations of the Company. An ordinary Shareholders Meeting shall be held each year on the date
agreed upon by the Board of Directors within the time period established in Article 164 of the Law.
Extraordinary Shareholders Meetings may be held when the Companys managing body deems appropriate
or upon receipt of a request from shareholders representing at least five percent of the share
capital, setting forth the matters to be discussed at the meeting; in such case the meeting shall
be called to be held within 30 days after a notarized request for a meeting has been submitted to
the directors.
Article 14. Preparation of Shareholders Meetings
All Shareholders Meetings shall be called within the time periods and in the manner set forth in
the Law, these Bylaws and general Regulations of the Shareholders Meetings.
The notice of the Shareholders Meeting (the Call Notice) shall contain the statements related to
the Company, the place, date and time that the meeting is to be held, and the items on the agenda.
Shareholders representing at least 5% percent of the total share capital may request that a
supplement to the Call Notice be issued to include one or more additional items
Page 7
on the agenda. This right shall be exercised through a notice issued by any reliable means,
received at the companys registered offices within five days following publication of the initial
Call Notice.
The supplement to the Call Notice must be published at least fifteen days prior to the date on
which the meeting is to be held.
Prior to or during the meeting, shareholders may request any reports, documents or clarifications
that they deem necessary, as provided for in the Law.
Nevertheless, the meeting shall be deemed to have been validly convened and assembled to discuss
any matter, provided that shareholders representing all of the share capital are present and the
attendees unanimously agree to hold the meeting, pursuant to Article 178 of the Law (Universal
Meeting).
Article 15. Holding of Shareholders Meetings
a) Location. Shareholders Meetings shall be held at the venue indicated in the Call Notice in the
town where the Company has its registered offices, on the stipulated date and time, unless it is a
Universal Meeting.
b) Shareholders who own a minimum of 60 shares, that are registered in the appropriate stock ledger
five days prior to the date of the meeting and who have obtained the corresponding attendance card,
may attend the Shareholders Meeting.
The Board of Directors shall attend the meeting. The Chairman of the Shareholders Meeting may
authorize the attendance of any person he deems appropriate; however, the Shareholders Meeting may
revoke that authorization.
c) Proxies: Shareholders may authorize another shareholder to act for them as proxies. The
appointment of proxy shall be valid for a specific Shareholders Meeting. This requisite shall not
apply when the proxy holds a notarized power of attorney to manage all of the shareholders assets
located in Spain. The appointment of proxy must be indicated in writing on the attendance card
provided with the Call Notice, in a letter, or by electronic means of communication. In the latter
case, requirements similar to those established for electronic voting must be met.
d) Quorum. Without prejudice to the procedures set forth in the Law for special cases, a
Shareholders Meeting may be held at first call when shareholders present or represented hold at
least 25% of the subscribed voting capital. At second call, a Shareholders Meeting may be validly
held regardless of the capital in attendance.
e) Chairman of the Shareholders Meeting
The Chairman of the Shareholders Meeting shall be the Chairman of the Board of Directors and, in
the absence thereof, the Vice Chairman, if any. In the absence of both the Chairman of the Board of
Directors and the Vice Chairman, the Chairman of the Shareholders Meeting shall be the
longest-serving Director and, in the absence of all the foregoing, the shareholder designated for
such purpose by the Shareholders Meeting.
The Chairman shall submit to deliberation all the matters included in the agenda and direct the
deliberations in a manner such that the meeting progresses in an orderly
Page 8
manner. The Chairman shall exercise all the necessary powers, including those of order and
discipline.
The Chairman shall be assisted by the Secretary, who shall be the Secretary of the Board of
Directors, or in the absence thereof, the Vice Secretary and, in the absence of all the foregoing,
the person designated for such purpose by the Shareholders Meeting.
The Presiding Committee (Mesa) of the Shareholders Meeting shall be constituted by the Chairman
and the Secretary, together with the other members of the Board of Directors in attendance.
f) Voting by mail or distance electronic means. Shareholders may vote by mail or by distance
electronic means on resolutions proposed concerning the items on the agenda for any type of
Shareholders Meeting. The identity of the party exercising its voting rights must be ensured in
accordance with the requirements set forth in the Shareholders Meeting Regulations. Shareholders
using distance voting shall be deemed present when determining whether a quorum for the meeting
exists. Votes cast using such methods must have been received at the Companys registered offices
at least twenty-four hours prior to the time when the Shareholders Meeting is to be held on first
call. Otherwise, the vote shall be deemed not to have been cast. The Board of Directors may set an
earlier deadline when calling each Shareholders Meeting.
g) Voting. The Chairman shall announce the voting results, summarizing the number of votes in favor
and against the proposed resolution by reading the results aloud.
The Regulations of the Shareholders Meeting shall establish the procedures and systems of the
computation of the votes in relation to the proposals to be passed.
h) Resolutions. Resolutions shall be adopted by vote of the majority of the voting capital
attending as required in these Bylaws and the Spanish Companies Law. Each voting share, whether its
holder is present or represented at the Shareholders Meeting, shall grant the holder the right to
one vote.
The approval of a resolution shall require the favorable vote of one-half plus one of the
voting shares whose holders are present in person or by proxy at the Shareholders Meeting, except
when the Bylaws or the Law require a greater majority.
Article 15 bis.- Special Resolutions
A special qualified majority of 75% of the share capital with voting rights, present or represented
at a Shareholders Meeting, shall be necessary to approve any of the following matters:
a) Amendments of the Bylaws, including, among others, change of corporate purpose or nature of the
business, and increases or reductions of share capital, except if such increase or reduction of
capital is mandatory by law;
b) Transformation, merger or spin-off in any of their forms as well as the transfer en bloc of
assets and liabilities;
c) Liquidation or dissolution of the Company;
d) Elimination of preemptive subscription rights in increases of capital in cash;
e) Modification of the managing body of the Company and the number of the members of the board of
directors;
Page 9
f) Appointment by the Shareholders Meeting of a director, except if the proposal comes from the
Board of Directors.
Article 16. Implementation of Corporate Resolutions
a) Powers. The Board of Directors shall have powers to implement all Shareholders Meeting
resolutions without prejudice to any powers delegated or powers of attorney granted in accordance
with these Bylaws.
b) Drafting and approval of the minutes. The minutes of the Shareholders Meeting may be drawn up
and approved in accordance with Article 202 of the Law and signed by the chairman and the
secretary. If the Shareholders Meeting is held in the presence of a Notary requested to issue the
minutes by the Board of Directors, as established in article 203 of the Spanish Companies Laws, the
notarial minutes will be considered to be the minutes of the Shareholders Meeting, which minutes
therefore need not be approved.
B. BOARD OF DIRECTORS
Article 17. Nature, number of members, and officers
The Board of Directors shall manage, direct and represent the Company, without prejudice of the
powers that pursuant to the Law or the Bylaws within the competence of the Shareholders Meetings.
The Board of Directors will have a minimum of three and a maximum of [nineteen] members. The
Shareholders Meeting shall determine the number and shall appoint its members. The Shareholders
Meeting may establish such number either by express resolution or indirectly, through the filling
or not of vacancies or the appointment or not of new Directors within the minimum and maximum
numbers mentioned above.
From among its members the Board of Directors shall appoint a Chairman and may likewise appoint one
or several deputy chairmen. It may also appoint from among its members an Executive Committee or
one or several Managing Directors, to whom it may grant joint or joint and several powers to
represent the Company.
The Board of Directors shall also appoint a secretary, who need not be a board member, and may
appoint a vice-secretary who likewise need not be to be a board member.
The Board of Directors shall approve the Regulations governing its organization and procedures.
Article 17 bis.- Qualitative Composition of the Board of Directors
1. It would be deemed as:
a) Executive directors: those directors who perform senior management duties or are top executive
employees of the Company. In any case, those directors who have permanent general faculties of the
Board of Directors delegated upon them or/and are engaged under senior management contracts or
professional services agreements that have as their subject matter the provision of executive
services on a full-time basis, will be considered to be executive directors.
Page 10
b) External dominical directors: those Directors (i) who hold a shareholding is greater than or
equal to that legally regarded as significant at any time or who have been appointed in
consideration of their status as shareholders, although their shareholding interest does not reach
such amount; (ii) or whose appointment has been proposed to the Company by shareholders of the type
described in the preceding letter (i).
c) External independent directors: those directors who are not included in any of the preceding
categories and that have been appointed because of their personal and professional prestige, their
experience and knowledge for the discharge of the position, unrelated to the Companys significant
shareholders or its managers.
d) Other external directors: those external directors who do not have status as dominical or
independent directors.
The Regulations of the Board of Directors may further elaborate upon and develop these concepts.
2. The Board of Directors shall be composed in such a manner that the external or non-executive
directors, represent a majority over the executive directors, with the presence of independent
directors.
Article 18. Tenure of Office
All Board of Directors members shall be elected for a term of five years and are eligible for
re-election for terms of equal duration.
Article 19. Remuneration
1. The Corporate Governance, Appointments and Remuneration Committee shall propose to the Board of
Directors, in accordance with the Bylaws and the Corporate Governance, Appointments and
Remuneration Regulation: i) the general policy of directors and managers compensation; ii) the
individual compensation of the executive directors and the rest of the content of their contracts
and iii) the individual compensation of honorary directors.
2.- Directors compensation shall consist of an annual fixed amount, on the terms decided by the
board of directors, after a proposal of the Corporate Governance, Appointments and Remuneration
Committee, within the limits established by the Shareholders Meeting for such remuneration .
The remuneration of individual directors may differ depending on the offices they hold and their
service on board committees, and shall be compatible with per diem expenses paid for attendance to
meetings.
When approving the financial statements, the ordinary Shareholders Meeting may amend the limit set
on directors remuneration and, if not amended, the current limit shall automatically be updated at
the beginning of the fiscal year, based on any variation in the total national Consumer Price
Index.
The Board of Directors shall establish the exact amount of per diem expenses and individual
compensation to be paid to each director, within the limits established by the Shareholders
Meeting.
Page 11
Without prejudice to the remuneration set forth above, directors compensation may also consist of
delivery of stock or stock options, or amounts referenced to share value. Such compensation shall
require the approval of the Shareholders Meeting which will indicate the number of shares to be
awarded, the exercise price for stock options, the value of shares taken as a reference, and the
duration of this compensation system.
The Company may arrange civil liability insurance for its directors.
Article 20. Representation of the Company
In accordance with Article 129 of the Law, the Board of Directors shall represent the Company,
whether in court or otherwise. Thus it is granted broad powers to manage, direct, administer assets
and represent the Company, with the capacity to enter into all types of transactions and contracts
to dispose of or acquire absolute ownership of all types of personal or real property, securities,
currencies or negotiable instruments. Such broad powers of representation shall consequently extend
to mercantile, commercial, or banking transactions, including those generally requiring express
powers of attorney, and shall suffice to encumber or mortgage property, reach settlements, acquire
interests in other companies, file appeals at both the Supreme Court and Constitutional Court, to
confess or to testify in court, or guarantee third-party transactions, with no limitations other
than those set forth in the Law.
The Board of Directors may, even when exercising delegated powers, grant and withdraw general or
special powers of attorney with the powers it determines, including the power to have other parties
substitute for it, or confer such powers, in whole or in part, upon other persons.
The Board of Directors may not delegate its obligation to render accounts, submit balance sheets to
the Shareholders Meetings or any powers that the Shareholders Meeting may have granted the Board
without being expressly authorized to delegate the same.
Article 21. Powers of members of the Board of Directors
Members of the Board of Directors shall have the following powers:
a) Chairman: Represents the Company in court and out of court. He/she may exercise the powers
delegated to him/her by the Board of Directors, with authority to grant general powers of attorney
for litigation and such special powers of attorney as he/she deems appropriate. He/she shall ensure
that the Board of Directors meetings are held in an orderly fashion, issue notices of meeting, and
inspect and review all corporate resolutions proposed by any corporate body.
b) Deputy Chairmen: Exercise, as the case may be, all of the powers of the Chairman in the event of
the Chairmans temporary absence or incapacity, or those powers expressly delegated to them by the
Chairman.
c) Secretary: Draft minutes, if applicable, of the resolutions adopted by the Board of Directors
and at Shareholders Meetings, maintaining records and issuing certificates countersigned by the
Chairman.
Page 12
Article 21 bis. Audit Committee
The Board of Directors shall appoint an Audit Committee. The Audit Committee shall have the
appropriate functions pursuant to applicable law, the Bylaws and the internal Regulations of the
Company, without prejudice to any other function that may be attributed to it by the Board of
Directors.
The Audit Committee shall have the number of members to be established by the Board of Directors
from time to time, with a minimum of three and a maximum of five members. At least a majority of
the Audit Committee members shall be non-executive directors, and they shall likewise meet all
other legally-established requirements.
Committee members shall be appointed by the Board of Directors at the proposal of the Chairman and
shall cease in their functions when they are no longer Board members or when so decided by the
Board of Directors.
The Committee Chairman shall be elected by the Board of Directors from among the committee members
who are non-executive directors and who likewise meet the other legally established requirements.
The Committee Chairman shall be replaced every four years and may be reappointed one year after his
removal.
The members of the Audit Committee shall have a Secretary appointed by the Board of Directors from
among the members of that Committee. The Secretary shall draw up the minutes of the Committee
meetings in accordance with the terms set forth for the Board of Directors.
The Committee shall meet periodically as appropriate, and at least four times a year, after it is
called by its Chairman.
The Audit Committee shall be governed by the same regulations established in the Corporate Bylaws
for the Board of Directors, provided that they are compatible with the nature and functions of this
Committee.
Artículo 21 ter.- Corporate Governance, Appointments and Remuneration Committee.
The Board of Directors shall organize a Corporate Governance, Appointments and Remuneration
Committee, which shall have the functions legally pertaining to it in accordance with the
applicable Law, the Bylaws and the internal Regulation of the Company, and any other function that
the Board of Directors may attribute to it.
The Corporate Governance, Appointments and Remuneration Committee shall have a minimum of three (3)
and a maximum of five (5) external directors, to be established by resolution of the Board of
Directors upon a motion from the Chairman.
The Corporate Governance, Appointments and Remuneration Committee may request the attendance of the
Companys Managing Director to its meetings.
The members of the Corporate Governance, Appointments and Remuneration Committee shall leave their
posts when they do so in their capacity as directors or when so resolved by the Board of Directors.
The Chairman and the Secretary of the Committee shall be selected by the Board of Directors from
among its members who are independent directors.
Page 13
Article 22. Board of Directors Meetings
The Board of Directors shall meet at least once every quarter and whenever the Chairman deems this
appropriate, or when requested by two or more directors or by the Managing Director. In the latter
two cases, the Chairman shall not delay issuing a notice of meeting more than five days after the
date that the request is received.
Notice of Board of Directors meetings including the agenda for the meeting shall be issued by the
Chairman or his substitute, by fax, telegram, e-mail, or registered mail to each and all of the
directors at least seven days prior to the date of the meeting.
Under urgent circumstances and at the Chairmans discretion, a board meeting may be called without
the aforementioned prior notice, indicating the matters to be discussed.
Article 23. Constitution and Quorum at Board of Directors Meetings
A Board of Directors meeting may be validly held when one-half plus one of the members is present
or represented by proxy. Any director may appoint another director as his/her proxy. Resolutions
shall be passed by the majority vote of the members in attendance. In the event of a tie, the
Chairman shall have the casting vote.
The Board of Directors may delegate the power to approve the minutes to two of the directors who
may be appointed at the corresponding meeting.
Article 24. Minutes Book
Board of Directors resolutions shall be recorded in the minutes book and signed by the chairman and
the secretary or by their substitutes. Certificates of the minutes shall be issued by the Secretary
with the approval of the Chairman.
Article 25. Compatibility of Office
Directors may serve the Company in any other capacity, for consideration or otherwise, in the
absence of any incompatibility established by law or deemed as such by the Board of Directors.
Directors remuneration pursuant to these bylaws shall be compatible with and independent from any
other salaries, remuneration, indemnities, pensions or consideration of any type collectively or
individually afforded to those members to the Board of Directors who hold any other post or
remunerated position of responsibility, whether under an employment contract or otherwise, in the
Company or in any other company within its Group as defined in Article 42 of the Commercial Code.
Article 26. Substitutions and Appointments
In the event of the Chairmans temporary absence or incapacity, the vacancy shall be filled by the
deputy chairman, if any, and otherwise by a director appointed by the Board of Directors. With
regard to the Secretary, under the same circumstances, a director appointed by the Board of
Directors shall assume the Secretarys functions. When performing such duties the office assumed
shall be indicated, followed by the word interim and the reason for the substitution.
Until the first Shareholders Meeting is held, vacancies on the Board of Directors may be filled
provisionally by shareholders appointed by the Board of Directors.
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Article 27 Removal and resignation
In addition to the legal grounds for terminating their term of office, members of the Board of
Directors may be removed by the Shareholders Meeting or by their own resignation.
Article 28 Remuneration for Delegated Officers
Remuneration for the Chairman, the Deputy Chairman, if any, and the Managing Director shall be
fixed and determined by the Board of Directors, after a report of the Corporate Governance,
Appointments and Remuneration Committee, without prejudice to any remuneration that they might
receive pursuant to Article 19 of these Bylaws.
C. OTHER PERSONS HOLDING POWERS OF ATTORNEY
Article 29. Persons Holding Special Powers of Attorney
The Board of Directors may grant other persons powers of attorney for specific matters, issuing the
corresponding notarized powers of attorney.
D. ANNUAL CORPORATE GOVERNANCE REPORT AND WEBSITE
Article 29 bis. Annual corporate governance report
The Board of Directors, following a report of the Audit Committee, shall annually approve a
corporate governance report for the Company which shall include all the specifications legally
provided for and any other specifications which the Board of Directors deems appropriate.
The annual corporate governance report shall be approved prior to the publication of the call of
the Companys annual shareholders meeting for the fiscal year to which such report refers, and
shall be made available to the shareholders together with the rest of documents relating to the
Shareholders` Meeting.
In addition, public notice shall be given of the annual corporate governance report as provided in
the Securities Market Law.
Article 29 ter.- Website
The Company shall maintain a website for shareholders and investors information, which shall
include the documents and information provided for by Law, and at least the following:
a) | The Bylaws in force. | ||
b) | The Shareholders Meeting Regulation in force. | ||
c) | The Board Regulations in force. | ||
d) | The annual report. | ||
e) | The current Internal Regulations of Conduct in the Securities Markets. | ||
f) | The annual corporate governance reports. |
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g) | The documents related to annual and special shareholders meetings, information on the agenda, resolutions proposed by the Board of Directors and any other relevant information that the shareholders may need in order to vote. | ||
h) | The information on the proceedings of the Shareholders Meetings held, and in particular, on the composition of the Shareholders Meeting at the time when it assembled, and the resolutions adopted, with a statement of the number of votes cast and the sense of such votes on each of the proposals included in the agenda. | ||
i) | The existing channels of communication between the Company and the shareholders and, in particular, relevant explanations on the exercise of a shareholders right to receive information, indicating the mail and e-mail addresses to which the shareholders may direct their requests. | ||
j) | The means and procedures for granting a proxy to attend a Shareholders Meeting. | ||
k) | The means and procedures for casing votes remotely, including, where applicable, the forms required to evidence attendance and the casting of votes by means of data transmission procedures at the Shareholders Meeting. | ||
l) | All relevant events of which notice was given to the National Securities Market Commission. |
CHAPTER IV
FINANCIAL AND ADMINISTRATIVE PROCEDURES
FINANCIAL AND ADMINISTRATIVE PROCEDURES
Article 30. Fiscal Year
The fiscal year shall commence on January 1 and end on December 31.
Article 31. Financial statements and Auditors
1. The Board of Directors, within the period of time established by Law, shall draw up the
Companys Annual Financial Statements, the Management Report and the Proposal for Allocation of
Profit and Losses, and, if applicable, the consolidated Financial Statements and the consolidated
Management Report.
2. The Companys Annual Financial Statements and the Management Report, as well as, the
consolidated Financial Statements and the consolidated Management Report shall be reviewed by the
Auditors.
Article 32. Allocation of Profits/Losses
1. The Shareholders Meeting shall resolve upon the allocation of profits or losses in accordance
with the approved balance sheet.
2. Once such payments as are provided for by these Bylaws or by Law have been made, dividends may
only be distributed against the profits for the fiscal year or against undistributed reserves, if
the book value of net assets is not less than the share capital, or does not become so as a result
of the distribution.
If there were losses accumulated from previous fiscal years which reduced the referred book value
of net assets below the share capital, the profits shall be allocated to off set such losses.
Additionally, profits may not be distributed until the start up expenses, together with research
and development expenses and goodwill as stated in the balance sheet are
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fully written off, unless the amount of unrestricted reserves is, at least, equal to the amount of
expenses which have not been written off.
3. Legal reserves shall be provided for in accordance with Article 274 of the Law. Additional
provisions shall also be created by deducting 10% of after-tax profits to create a reserve
amounting to at least 20% and no more than 50% of the paid up share capital to cover matters
determined by the Shareholders Meeting. The Shareholders Meeting may also establish any voluntary
reserves that it considers appropriate.
Article 33. Distribution of profits
1. If there are distributable profits, the Company shall be obliged to resolve upon the payment of
a minimum dividend in the event that there were non-voting shares according to the Spanish
Companies Law and these Bylaws.
2. Annual net profits shall be distributed among shareholders in proportion to their holdings, once
the companys obligations have been met, legal, statutory and voluntary reserves, if any, have been
allocated, and the Board of Directors remuneration has been paid, without prejudice of what is
established in paragraph 1 above.
In its dividend distribution resolution, the Shareholders Meeting shall establish the payment date
and procedure. The Board of Directors may declare interim dividends, subject to the limitations and
requirements set forth in the Law.
Article 34. Lapse of dividends
Dividends for a given year that are not received by a shareholder within five years of the dividend
payment date shall lapse for the benefit of the Company.
CHAPTER V
DISSOLUTION AND LIQUIDATION
DISSOLUTION AND LIQUIDATION
Article 35. Dissolution of the Company
The Company shall be dissolved upon occurrence of any of the events set forth in Article 360 and
related articles.
If the Companys dissolution is due to the value of its net worth having fallen below half of the
share capital, dissolution may be avoided by a resolution increasing or reducing share capital in
accordance with the provisions of Article 363.1.d of the Law.
Article 36. Liquidation Procedures
After the Shareholders Meeting has resolved to dissolve the Company, at the proposal of the Board
of Directors, it shall open the liquidation period, appoint one or more liquidators in an odd
number, and define their powers.
This appointment shall terminate the powers of the Board of Directors.
During the liquidation period the Shareholders Meeting shall enjoy the same powers as it exercised
during the normal life of the Company and shall specifically have the power to approve the
financial statements and the final liquidation balance sheet.
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Article 37. Remuneration of liquidators
Upon appointment of the liquidators, the Shareholders Meeting shall establish the fees or
remuneration to be paid to the liquidators for their services.
Article 38. Liquidation Procedures
Without prejudice to what is established under Spanish Companies Law, in general, all shares (Class
A ordinary shares and Class B non-voting convertible shares) shall have the right to the same
liquidation quota, if any.
Notwithstanding the above, holders of Class B non-voting convertible shares shall have the right,
in the terms of Article 101 of the Spanish Companies Law, to obtain refund of the stated value
before any amount is distributed to the rest of the shares in the event of liquidation of the
company, if the liquidation quota of all the shares were lower than the stated value of the Class B
non-voting convertible shares.
The provisions of the Law shall apply to all other matters not addressed herein.
CHAPTER VI
APPLICABLE LAW
Article 39
The provisions of the Spanish Companies Law and the Securities Market Law shall be observed and
applied in any matters not addressed in these Bylaws.
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